Icahn, who is attempting an $8 billion takeover of the nation`s 10th- largest oil firm, late Tuesday filed a lawsuit in the court of U.S. District Judge H. Dale Cook against 11 members of the Phillips board of directors.

Icahn`s suit seeks to stop the Phillips board from soliciting proxies from stockholders with what he called misleading statements on its proposal for an $8.05 billion recapitalization plan.

Phillips shareholders are scheduled to meet Friday in Bartlesville, Okla., where the company is headquartered, to vote on the recapitalization plan that is designed to stabilize the stock at $54 a share and to deter hostile takeover bids.

Phillips stock, the second most active on the New York Stock Exchange Wednesday, gained $1.50 to $48.50 a share.

Icahn is offering $60 a share in cash for 45 percent of Phillips` outstanding stock and $50 in securities for each remaining share as an alternative to the recapitalization plan.

Phillips has 154.6 million shares outstanding, of which Icahn already holds 7.5 million.

Phillips management urged shareholders to vote in favor of the recapitalization plan and said it ``continues to believe that Icahn`s offer is neither serious nor credible`` even though the financier released the names of his financial backers.

Phillips expressed doubts about Icahn`s financing commitments that ``depend upon and are subject to numerous conditions which may never be met.``

One condition for the Icahn offer is that Phillips shareholders reject the recapitalization plan.

In his suit, Icahn asked that the so-called ``poison pill`` measure adopted by the Phillips board Feb. 6 to make an unwanted takeover more difficult and costly be declared illegal.